Up to 40% of individuals receiving medical care for HIV meet DSM-IV criteria for co- occurring depressive disorder. Individuals with HIV and depressive disorders, compared to those with HIV alone, have been shown to have worse adherence to taking antiretroviral medication, increased HIV related morbidity and among woman a higher mortality. Previous research suggests that mental health interventions may lead to improved depressive and HIV related outcomes. However because many HIV infected depressed individuals may have trouble accessing mental health services, there is an urgent need for treatment trials to assess whether treatment of depression targeting patients in urban HIV care settings will result in both improved depressive and HIV related outcomes. The goal of this R-34 application is to use the stage model of behavioral therapy research to adapt, further develop and pilot test a telephone based cognitive behavioral therapy (CBT) intervention targeting HIV infected depressed individuals receiving care in adult outpatient HIV clinics. This application has two aims consistent with stage 1A and stage 1B of the stage of behavioral therapy research. First, we will adapt and further develop (Stage 1A) the telephone based CBT intervention using iterative feedback from multiple viewpoints --patients, providers and experts. Second, we will test the preliminary effectiveness (Stage 1B) of the adapted telephone psychotherapy. A total of 60 HIV infected, depressed individuals receiving care at an urban, outpatient HIV clinic will be randomly assigned to receive either the CBT telephone psychotherapy intervention or a non-directive telephone based therapy. The results will provide preliminary data on whether the telephone psychotherapy intervention for HIV infected depressed individuals is effective in reducing depression. The results will also be used to determine feasibility, accessibility, and generate a more accurate estimate of the needed sample size for future effectiveness trials and will serve as the basis for a R01 application to extend this research to larger samples, and multiple sites. If our hypothesis is correct and we find that a telephone based psychotherapy intervention leads to improved retention, better satisfaction and better depression outcomes, we will use these data to develop an R-01 application for a full-scale, randomized controlled trial of the telephone psychotherapy targeting depression in the HIV care setting. This larger trial will enable us to investigate not only whether improved treatment of depression leads to improved depressive outcomes but whether it leads to improved access to HIV related medical care leading to improved HIV related outcomes. [unreadable] [unreadable] [unreadable]